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HR 4570
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Private Placement Improvement Act of 2014

To direct the Securities and Exchange Commission to revise Regulation D relating to exemptions from registration requirements for certain sales of securities.

Introduced May 6, 2014

Latest action (May 22, 2014) Ordered to be Reported by the Yeas and Nays: 31 - 28.

Referred to
Financial Services Committee Capital Markets Subcommittee
Policy area
Finance and Financial Sector
Issues
Economy & Taxes

Summary

This bill directs the Securities and Exchange Commission to revise Regulation D, which governs exemptions from securities registration for private offerings. It requires issuers relying on the Rule 506 exemption to file only a single Form D notice per offering, eliminating multiple filing requirements. The bill requires the SEC to share Form D filing information with state securities regulators and prohibits the SEC from conditioning Rule 506 exemptions on filing requirements. It also prevents the SEC from requiring issuers to submit general solicitation materials for Rule 506(c) offerings except when specifically requested for investigations. Additionally, the bill allows employees of private funds to qualify as accredited investors for purposes of Rule 506 offerings involving their fund.

AI-generated plain-language summary of the bill text — neutral, and may be imperfect. See the full text below for the exact wording.

Sponsor (1)
1 cosponsor

Actions (5)
  1. May 22, 2014 Ordered to be Reported by the Yeas and Nays: 31 - 28. · house
  2. May 22, 2014 Committee Consideration and Mark-up Session Held. · house
  3. May 6, 2014 Referred to the House Committee on Financial Services. · house
  4. May 6, 2014 Introduced in House
  5. May 1, 2014 Hearings Held by the Subcommittee on Capital Markets and Government Sponsored Enterprises Prior to Introduction and Referral. · house

Similar bills (6)

Bills with similar text or summary — includes reintroductions across Congresses. Ranked by semantic similarity of the bill text (computed locally); a neutral discovery aid, not a claim the bills are duplicates.

  • HR 4554 — Restricted Securities Relief Act of 2014 · Introduced May 22, 2014 · Cong. 113 73%
  • HR 4870 — Financial Services Act of 1998 · Introduced Nov 6, 1998 · Cong. 105 72%
  • HR 4062 — Financial Derivatives Supervisory Improvement Act of 1998 · Introduced Jul 24, 1998 · Cong. 105 70%
  • HR 3230 — Financial Institution Regulatory Tailoring Enhancement Act · Introduced Jun 20, 2025 · Cong. 119 70%
  • HR 4565 — Startup Capital Modernization Act of 2014 · Introduced May 22, 2014 · Cong. 113 69%
  • HR 4818 — Small Business Reform Act of 2010 · Introduced Mar 24, 2010 · Cong. 111 69%

Full text

IN THE HOUSE OF REPRESENTATIVES

May 6, 2014

Mr. Garrett (for himself and Mr. McHenry) introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To direct the Securities and Exchange Commission to revise Regulation D relating to exemptions from registration requirements for certain sales of securities.

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

This Act may be cited as the “Private Placement Improvement Act of 2014”.

SEC. 2. REVISIONS TO SEC REGULATION D.

Not later than 45 days following the date of the enactment of this Act, the Securities and Exchange Commission shall revise Regulation D (17 C.F.R. 501 et seq.) in accordance with the following:

(1) The Commission shall revise Form D filing requirements to require an issuer offering or selling securities in reliance on an exemption provided under Rule 506 of Regulation D to file with the Commission a single notice of sales containing the information required by Form D for each new offering of securities no earlier than the date of first sale of securities in the offering. The Commission shall not require such an issuer to file any notice of sales containing the information required by Form D except for the single notice described in the previous sentence.

(2) The Commission shall make the information contained in each Form D filing available to the securities commission (or any agency or office performing like functions) of each State and territory of the United States and the District of Columbia.

(3) The Commission shall not condition the availability of any exemption for an issuer under Rule 506 of Regulation D (17 C.F.R. 230.506) on the issuer’s or any other person’s filing with the Commission of a Form D or any similar report.

(4) The Commission shall not require issuers to submit written general solicitation materials to the Commission in connection with a Rule 506(c) offering, except when the Commission requests such materials pursuant to the Commission’s authority under section 8A or section 20 of the Securities Act of 1933 (15 U.S.C. 77h-1 or 77t) or section 9, 10(b), 21A, 21B, or 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78i, 78j(b), 78u-1, 78u-2, or 78u-3).

(5) The Commission shall not extend the requirements contained in Rule 156 to private funds.

(6) The Commission shall revise Rule 501(a) of Regulation D to provide that a person who is a “knowledgeable employee” of a private fund or the fund’s investment adviser, as defined in Rule 3c-5(a)(4) (17 C.F.R. 270.3c-5(a)(4)), shall be an accredited investor for purposes of a Rule 506 offering of a private fund with respect to which the person is a knowledgeable employee. <all>

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